BMO LIFE ASSURANCE COMPANY NOTICE OF ANNUAL MEETING OF THE SHAREHOLDER AND PARTICIPATING POLICYHOLDERS AND MANAGEMENT PROXY CIRCULAR Annual Meeting to be held on April 23, 2020 TABLE OF CONTENTS Page NOTICE OF ANNUAL MEETING OF THE SHAREHOLDER AND PARTICIPATING POLICYHOLDERS .................................................................................................................................................... 1 MANAGEMENT PROXY CIRCULAR ..................................................................................................................... 2 GENERAL PROXY INFORMATION ....................................................................................................................... 3 Solicitation of Proxies ................................................................................................................................................. 3 Appointment of Proxies ............................................................................................................................................... 3 Revocation of Proxies .................................................................................................................................................. 3 Voting of Proxies ......................................................................................................................................................... 3 Outstanding Voting Shares and Policies ...................................................................................................................... 4 Principal Holder of Voting Shares ............................................................................................................................... 4 ELECTION OF DIRECTORS .................................................................................................................................... 4 APPOINTMENT OF AUDITORS ............................................................................................................................ 10 CORPORATE GOVERNANCE ............................................................................................................................... 10 DIRECTORS’ APPROVAL ...................................................................................................................................... 10 EXHIBIT “I” FINANCIAL STATEMENTS ............................................................................................................ 11 BMO LIFE ASSURANCE COMPANY NOTICE OF ANNUAL MEETING OF THE SHAREHOLDER AND PARTICIPATING POLICYHOLDERS NOTICE IS HEREBY GIVEN that the annual meeting (the “Meeting”) of the shareholder (the “Shareholder”) and participating policyholders (“Policyholders”) of BMO Life Assurance Company (the “Company”) will be held at 2:00 p.m. at 6th Floor, 60 Yonge Street, Toronto, Ontario on Thursday, April 23, 2020, for the following purposes: (i) to receive the Annual Report and Financial Statements for the year ended October 31, 2019, and the reports of the auditors and the appointed actuary thereon; (ii) to elect directors, with three directors being elected by Policyholders and the remaining six directors being elected by the Shareholder; (iii) to appoint KPMG LLP, Chartered Accountants, as the auditors of the Company; and (iv) to transact such further or other business as may properly come before the Meeting or any adjournment thereof. Policyholders of the Company at the close of business on March 16, 2020 are entitled to notice of the Meeting. DATED at Toronto, Ontario this 24th day of March, 2020. By Order of the Board, Penelope Muradya Corporate Secretary Policyholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. In order to be valid, the enclosed form of proxy must be delivered, in original form (in the return envelope), or by fax at 416-867-6793, so as to reach or be deposited with the President and Chief Executive Officer of the Company at 60 Yonge Street, Toronto, Ontario, M5E 1H5 not later than 10:00 a.m. (Toronto time) on April 22, 2020, or with the Chair or Secretary of the Meeting at any time prior to the commencement of the Meeting, or if adjourned, before any reconvening thereof. 1 12762564.2 BMO LIFE ASSURANCE COMPANY (the “Company”) MANAGEMENT PROXY CIRCULAR This Management Proxy Circular (the “Circular”) is being furnished in connection with the solicitation of proxies by management of the Company for use at the annual meeting (the “Meeting”) of the shareholder (the “Shareholder”) and participating policyholders (“Policyholders”) of the Company to be held at 2:00 p.m. at 6th Floor, 60 Yonge Street, Toronto, Ontario on Thursday, April 23, 2020, and at any adjournment thereof. The Annual Report and Financial Statements of the Company for the year ended October 31, 2019, together with the reports of the auditors and the appointed actuary thereon are attached hereto as Exhibit “I” and will be placed before the Shareholder and the Policyholders at the Meeting. At the Meeting, the Shareholder and the Policyholders will also be asked to elect directors and appoint the auditors of the Company, and to transact such further or other business as may properly come before the Meeting or any adjournment thereof. It is anticipated that this Circular and the accompanying form of proxy will be distributed to Policyholders on or about March 24, 2020. Unless otherwise indicated, information in this Circular is given as at March 24, 2020. All information in this Circular relating to the Company has been supplied by management of the Company. No person is authorized to give any information or to make any representation not contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Circular does not constitute the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation. The delivery of this Circular shall not, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Circular. The date of this Circular is March 24, 2020. 2 12762564.2 GENERAL PROXY INFORMATION Solicitation of Proxies The information contained in this Circular is furnished in connection with the solicitation of proxies to be used at the Meeting. It is expected that the solicitation of proxies for the Meeting will be made primarily by mail, but proxies may also be solicited personally by officers or regular employees of the Company in respect of the Meeting. The solicitation of proxies by this Circular is being made by or on behalf of management of the Company and the Company will bear the costs in respect of the solicitation of proxies for the Meeting. Appointment of Proxies Enclosed with this Circular being sent to Policyholders is a form of proxy. The persons designated in the enclosed form of proxy are directors and or officers of the Company. Each Policyholder has the right to appoint some other person (who need not be a Policyholder of the Company) to attend, vote and act on behalf of the Policyholder at the Meeting. This right may be exercised by inserting the person’s name in the blank space provided in the enclosed form of proxy or by completing another instrument of proxy. The instrument appointing a new proxy must be in writing and must be signed by the Policyholder or such Policyholder’s attorney duly authorized in writing. In order to be valid, executed proxies must be delivered, in original form (in the return envelope), or by fax at 416-867-6793, so as to reach or be deposited with the President and Chief Executive Officer of the Company at 60 Yonge Street, Toronto, Ontario, M5E 1H5 not later than 10:00 a.m. (Toronto time) on April 22, 2020, or with the Chair or Secretary of the Meeting at any time prior to the commencement of the Meeting, or if adjourned, before any reconvening thereof. Revocation of Proxies A Policyholder who has given a proxy may revoke the proxy (a) by completing and signing a proxy bearing a later date and depositing it as aforesaid; or (b) by depositing an instrument in writing executed by the Policyholder or his or her attorney duly authorized in writing or, if the Policyholder is a corporation by an officer or attorney thereof duly authorized in writing (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or (ii) with the Chair or Secretary of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or (c) in any other manner permitted by law. Voting of Proxies The person designated in the enclosed form of proxy will vote the voting entitlement of the Policyholder in respect of which such person is appointed proxy in accordance with the instructions of the Policyholder as indicated on the proxy and, if the Policyholder specifies a choice with respect to any matter to be acted upon, such voting entitlement will be voted accordingly. In the absence of such direction, the voting entitlement will be voted (a) for the election of management’s nominees for directors, and (b) for the appointment of KPMG LLP as auditors, all as outlined in this Circular, and (c) at the discretion